THIS FIGHT LIBRARY
COPYRIGHT PURCHASE AGREEMENT (the “Agreement”), dated as of February 23, 2016 (the “Effective Date”),
is entered into by and among HOSS PROMOTIONS, LLC, a New York corporation (“Seller”) and ALLIANCE MMA, INC.,
a Delaware corporation (“Buyer”).

WHEREAS, the Buyer
desires to purchase the Seller’s interests in the Fight Library together with the assets of approximately fifteen other companies
(the “Target Companies”) primarily engaged in the business of promoting and conducting mixed martial arts events
throughout the United States or providing services related to such events; and

WHEREAS, the closing
of the acquisition of the assets of the Target Companies, including the closing of the transactions contemplated by this Agreement
(collectively, the “Target Company Transactions”) will occur substantially contemporaneously with the consummation
of an initial underwritten public offering of Buyer’s common stock (as more particularly defined herein, the “IPO”);
and

WHEREAS, the IPO and
the Target Company Transactions will be described in a Registration Statement on Form S-1 of the Buyer (the “Registration
Statement”) that will be filed with the Securities and Exchange Commission (“Commission”) pursuant
to the Securities Act of 1933, as amended, and the rules and regulations thereunder (“Securities Act”); and

WHEREAS, the Seller
desires to provide for the sale of the Fight Library on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in
consideration of the premises and mutual covenants, agreements and provisions herein contained, the parties hereto, intending to
be legally bound, hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions.
The following terms have the following meanings when used herein:

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“Affiliate” shall mean
a Person that directly, or indirectly through one or more intermediaries, controls or is controlled by, or is under common control
with, the Person specified. For purposes of this definition, the terms “control,” “controlled by” and “under
common control with” shall mean the possession, directly or indirectly, of the power to direct or cause the direction of
the management or policies of such Person and, in the case of an entity, shall require (i) in the case of a corporate entity,
direct or indirect ownership of at least a majority of the securities having the right to vote for the election of directors, and
(ii) in the case of a non-corporate entity, direct or indirect ownership of at least a majority of the equity interests with
the power to direct the management and policies of such non-corporate entity.

“Agreement” means this
Asset Purchase Agreement, including all Schedules and Exhibits hereto, as it may be amended from time to time in accordance with
its terms.

“Buyer” has the meaning
set forth in the preamble hereto.

“Business Day” means
any day of the year on which national banking institutions in New York are open to the public for conducting business and are not
required or authorized to close.

“Closing” means the
closing of the purchase and sale of the Fight Library contemplated by this Agreement which shall occur substantially concurrently
with the closing of the IPO.

“Encumbrance” shall
mean any interest, consensual or otherwise, in property, whether real, personal or mixed property or assets, tangible or intangible,
securing an obligation owed to, or a claim by a third Person, or otherwise evidencing an interest of a Person other than the owner
of the property, whether such interest is based on common law, statute or contract, and including, but not limited to, any security
interest, security title or lien arising from a mortgage, recordation of abstract of judgment, deed of trust, deed to secure debt,
encumbrance, restriction, charge, covenant, claim, exception, encroachment, easement, right of way, license, permit, pledge, conditional
sale, option trust (constructive or otherwise) or trust receipt or a lease, consignment or bailment for security purposes and other
title exceptions and encumbrances affecting the property.

“Copyrights” means (a)
any rights in original works of authorship fixed in any tangible medium of expression as set forth in 17 U.S.C. § 101 et.
seq.; (b) all registrations for and applications to register the foregoing anywhere in the world; (c) all foreign counterparts
and analogous rights anywhere in the world; and (d) all rights in and to any of the foregoing, in each case related to the Fight
Library.

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“IPO” means an underwritten
public offering of shares of Common Stock or other equity interests which generates cash proceeds sufficient to close on the Target
Company Transactions pursuant to which the Common Stock or other equity interests will be listed or quoted on a Trading Market.

“Order” shall mean any:
(a) order, judgment, injunction, edict, decree, ruling, pronouncement, determination, decision, opinion, verdict, sentence, subpoena,
writ or award issued, made, entered, rendered or otherwise put into effect by or under the authority of any court or other Governmental
Authority; or (b) agreement with any Governmental Authority entered into in connection with any Proceeding.

“Target Company Transactions”
has the meaning set forth in the recitals.

“Trading Market” means
the following markets or exchanges on which the Common Stock is listed or quoted for trading on the date in question: the American
Stock Exchange, the Nasdaq Capital Market, the Nasdaq Global Market, the Nasdaq Global Select Market, the New York Stock Exchange
or the OTC Bulletin Board.

ARTICLE 2

PURCHASE AND SALE

2.1 Agreement
to Purchase and Sell Fight Library. Subject to the terms and conditions contained herein, at the Closing, Seller shall sell,
transfer, convey, assign and deliver to Buyer, and Buyer shall purchase and accept from Seller, free and clear from all Encumbrances,
all of Seller’s right, title and interest in and to the Copyrights in the Fight Library.

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ARTICLE 3

PURCHASE PRICE

3.1 Purchase
Price. The purchase price (“Purchase Price”) for the Copyrights in the Fight Library shall be Three Hundred
Thousand and no/100 dollars ($300,000.00).

3.2 Payment
of Purchase Price. The Purchase Price shall be paid at the Closing by delivery:

(a) To
Seller of One Hundred Thousand and no/100 dollars ($100,000.00) in cash by wire transfer of immediately available funds to the
account designated by Seller at least two (2) Business Days prior to the Closing Date; and

(b) To
Seller of number of shares of Common Stock (rounded to the nearest whole number) equal to Two Hundred Thousand and no/100 dollars
($200,000.00) divided by the IPO Price.

ARTICLE 4

CLOSING

4.1 Closing
Date. The Closing shall take place substantially concurrently with the closing of the IPO (such date, the “Closing
Date”) at a place and location to be agreed upon between Buyer and Seller, subject to the satisfaction or waiver of each
of the conditions set forth in Article 8.

4.2 Transactions
at Closing. At the Closing, subject to the terms and conditions hereof:

(a) Transfer
of Copyrights to Fight Library and Seller’s Closing Deliveries. Seller shall transfer and convey or cause to be transferred
and conveyed to Buyer all of the Copyrights to the Fight Library and Seller shall execute and deliver to Buyer each of the Other
Agreements and such other good and sufficient instruments of transfer and conveyance as shall be necessary to vest in Buyer title
to all of the Copyrights to the Fight Library or as shall be reasonably requested by the Buyer. The Seller shall also deliver to
Buyer the Seller Officer’s Certificate required by Section 8.2(b) and all other documents required to be delivered by
Seller at Closing pursuant hereto.

(b) Payment
of Purchase Price. In consideration for the transfer of the the Copyrights to the Fight Library and other transactions contemplated
hereby Buyer shall deliver the Purchase Price to the Seller and shall execute and deliver to Seller each of the Other Agreements,
as well as the Buyer Officer’s Certificate required by Section 8.1(b) and all other documents required to be delivered
by Buyer at Closing pursuant hereto or as shall be reasonably requested by Seller.

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ARTICLE 5

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer
as follows:

5.1 Organization.
Seller is a corporation duly organized and validly existing in good standing under the laws of the State of New York.

5.2 Due
Authorization.

(a) Seller
has full corporate power and authority to execute, deliver and perform its obligations under this Agreement and the Other Agreements,
and the execution and delivery of this Agreement and the Other Agreements and the performance of all of its obligations hereunder
and thereunder has been duly and validly authorized and approved by all necessary corporate action of the Seller, including approval
of this Agreement and the Other Agreements by the board of directors of the Seller.

(b) Subject
to obtaining any consents of Persons listed on Schedule 5.5, the signing, delivery and performance of this Agreement and the Other
Agreements by Seller is not prohibited or limited by, and will not result in the breach of or a default under, or conflict with
any obligation of Seller with respect to the Copyrights in the Fight Library under any material agreement or instrument to
which Seller is a party. This Agreement has been, and on the Closing Date the Other Agreements will have been, duly executed and
delivered by Seller and constitutes, or, in the case of the Other Agreements, will constitute, the legal, valid and binding obligation
of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited or affected
by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting
creditors’ rights generally.

5.3 Title.
Other than as set forth on Schedule 5.3, the Copyrights in the Fight Library are owned legally and beneficially by Seller with
good and transferable title thereto, free and clear of all Encumbrances. At the Closing, Buyer will receive legal and beneficial
title to all of the Copyrights in the Fight Library, free and clear of all Encumbrances.

5.4 Intellectual
Property. Identified on Schedule 5.4 is a complete and accurate list of the Copyrights in the Fighter Library setting forth
(a) the date the audiovisual work was recorded, (b) the author of the work, (c) the agreement pursuant to which the Seller’s
rights in the audiovisual work have been assigned to Seller or otherwise vest, (d) the fighters on the card depicted in the audiovisual
work, and (e) the duration of the audiovisual work. Except as set forth on Schedule 5.4, the Copyrights in the Fighter Library
is owned free and clear of all Encumbrances. Except as set forth on Schedule 5.4, the Copyrights in the Fighter Library is not
the subject of any pending adverse claim or, to Seller’s knowledge, the subject of any threatened litigation or claim of
infringement or misappropriation. Except as set forth on Schedule 5.4, the Seller has not violated the terms of any license pursuant
to which any part of the Copyrights in the Fighter Library has been licensed by the Seller. To Seller’s knowledge, except
as set forth on Schedule 5.4, the Copyrights in the Fighter Library does not infringe on any intellectual property rights of any
other Person. Except as set forth on Schedule 5.4, the Copyrights in the Fighter Library will continue to be available for use
by Buyer from and after the Closing at no additional cost to Buyer.

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5.5 Consents.
Except as set forth on Schedule 5.5, no notice to, filing with, authorization of, exemption by, or consent of any Person is
required for Seller to consummate the transactions contemplated hereby.

5.6 Absence
of Undisclosed Liabilities. To Seller’s knowledge, Seller has not incurred any material liabilities or obligations with
respect to the Copyrights in the Fight Library (whether accrued, absolute, contingent or otherwise), which continue to be outstanding,
except as otherwise expressly disclosed in this Agreement.

ARTICLE 6

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller
as follows:

6.1 Organization.
Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all
requisite corporate power and authority to own its property and to carry on its business as it is now being conducted.

6.2 Due
Authorization. Buyer has full corporate power and authority to execute, deliver and perform its obligations under this Agreement
and the Other Agreements and the execution and delivery of this Agreement and the Other Agreements and the performance of all of
its obligations hereunder and thereunder has been duly and validly authorized and approved by all necessary corporate action of
the Buyer. This Agreement has been, and on the Closing Date the Other Agreements will have been, duly executed and delivered by
Buyer and constitutes, or, in the case of the Other Agreements will constitute, the legal, valid and binding obligations of Buyer,
enforceable against Buyer in accordance with their respective terms, except as enforceability may be limited or affected by applicable
bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’
rights generally.

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ARTICLE 7

COVENANTS AND CONDUCT
OF SELLER

FROM THE DATE OF
EXECUTION OF THIS AGREEMENT TO THE CLOSING DATE

Seller and the Seller,
jointly and severally, covenant that from the date of the execution of this Agreement to the Closing Date, Seller shall:

7.1 Encumbrance
of Copyrights in the Fighter Library. Not cause any Encumbrance of any kind to be placed upon any of the Copyrights in the
Fight Library.

7.2 Disposition
of Copyrights in the Fighter Library. Not sell or transfer any of the Copyrights in the Fight Library, except for single commercial
end user licenses on a fight-by-fight basis in each case in the ordinary course of business and consistent with past practice.

ARTICLE 8

CONDITIONS TO CLOSING

8.1 Conditions
to Obligations of Seller. The obligations of Seller to consummate the transactions contemplated by this Agreement shall be
subject to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole
or in part by Seller):

(a) Performance
of Agreements and Conditions. All agreements and covenants to be performed and satisfied by Buyer hereunder on or prior to
the Closing Date shall have been duly performed and satisfied by Buyer in all material respects.

(b) Representations
and Warranties True. The representations and warranties of Buyer contained in this Agreement that are qualified as to materiality
shall be true and correct, and all other representations and warranties of Buyer contained in this Agreement shall be true and
correct except for breaches of, or inaccuracies in, such representations and warranties that, in the aggregate, would not have
a material adverse effect on the expected benefits to Seller of the transactions contemplated by this Agreement taken as a whole,
in each such case on and as of the Closing Date, with the same effect as though made on and as of the Closing Date, and there shall
be delivered to Seller on the Closing Date a certificate, in form of Exhibit B attached hereto, executed by the Chief Executive
Officer of Buyer to that effect (the “Buyer Officer’s Certificate”).

(d) No
Action or Proceeding. No legal or regulatory action or proceeding shall be pending or threatened by any Person to enjoin, restrict
or prohibit the purchase and sale of the Copyrights in the Fight Library contemplated hereby.

(e) Other
Agreements. Buyer shall have delivered to Seller a duly executed copy of each of the Other Agreements.

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(f) Required
Consents. Seller shall have obtained all consents of or notification to any third parties required by the terms of any agreement
related to the Copyrights in the Fighter Library for Seller to assign it rights to the Copyrights in the Fighter Library to Buyer
as contemplated by this Agreement.

8.2 Conditions
to Obligations of Buyer. The obligations of Buyer to consummate the transactions contemplated by this Agreement shall be subject
to fulfillment at or prior to the Closing of the following conditions (any one or more of which may be waived in whole or in part
by Buyer):

(a) Performance
of Agreements and Covenants. All agreements and covenants to be performed and satisfied by Seller hereunder on or prior to
the Closing Date shall have been duly performed and satisfied by Seller in all material respects.

(b) Representations
and Warranties True. The representations and warranties of Seller contained in this Agreement that are qualified as to materiality
shall be true and correct, and all other representations and warranties of Seller contained in this Agreement shall be true and
correct except for breaches of, or inaccuracies in, such representations and warranties that, in the aggregate, would not have
a material adverse effect on the Copyrights in the Fight Library, in each such case on and as of the Closing Date with the same
effect as though made on and as of the Closing Date (except for those representations and warranties that specifically refer to
some other date), and there shall be delivered by Seller on the Closing Date a certificate, in form of Exhibit C attached
hereto, executed by the Managing Member of Seller to that effect (the “Seller Officer’s Certificate”).

(c) No
Action or Proceeding. No legal or regulatory action or proceeding shall be pending or threatened by any Person to enjoin, restrict
or prohibit the purchase and sale of the Copyrights in the Fight Library contemplated hereby.

(d) Other
Agreements. Seller shall have delivered to Buyer a duly executed copy of each of the Other Agreements to which it is a party.

(e) Required
Consents. Seller shall have obtained all consents of or notification to any third parties required by the terms of any agreement
for Seller to assign it rights in the Copyrights in the Fighter Library to Buyer as contemplated by this Agreement.

(f) IPO.
Buyer shall have completed the IPO.

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ARTICLE 9

POST-CLOSING COVENANTS, OTHER AGREEMENTS

9.1 Availability
of Records. After the Closing, Buyer, shall make available to Seller as reasonably requested by Seller, its agents and representatives,
all information, records and documents relating to the Copyrights in the Fight Library for all periods prior to Closing. Prior
to destroying any records related to the Copyrights in the Fighter Library for the period prior to the Closing, Buyer shall notify
Seller ninety (90) days in advance of any such proposed destruction of its intent to destroy such records, and Buyer will
permit Seller to retain any such records.

9.2 Post-Closing
Delivery. Seller agrees to arrange for physical delivery to Buyer of all audiovisual works and records related to the Copyrights
in the Fight Library in Seller’s possession. The Copyrights in the Fight Library will be delivered to Buyer in electronic
form consistent with common industry practice.

ARTICLE 10

INDEMNIFICATION

10.1 Indemnification
by Seller. Seller hereby agrees to indemnify, defend and hold Buyer harmless from and against any Losses (defined below) resulting
from the breach of any representations, warranties, covenants or agreements made by Seller in this Agreement or the Other Agreements.
For purposes of this Agreement, “Losses” shall mean all actual liabilities, losses, costs, damages, penalties,
assessments, demands, claims, causes of action, including, without limitation, reasonable attorneys’, accountants’
and consultants’ fees and expenses and court costs, including punitive, indirect, consequential or other similar damages.
Losses shall include punitive, indirect, consequential or similar damages only for claims brought by third parties.

10.2 Certain
Limitations. Notwithstanding anything to the contrary contained in this Agreement: (i) Seller shall not be required to indemnify
Buyer hereunder for its breach of any representation or warranty unless and until the aggregate amount of Losses arising from such
types of breaches shall exceed $25,000.00 and at such time as the aggregate amount of Losses exceeds such amount the obligation
to indemnify shall include all Losses including the first $25,000.00; and (ii) Seller shall not be liable to provide indemnification
hereunder in an aggregate amount in excess of the Purchase Price.

ARTICLE 11

TERMINATION AND SURVIVAL

11.1 Termination
of Agreement. This Agreement may be terminated at any time prior to the Closing Date as follows:

(a) with
the mutual consent of Buyer and Seller;

(b) by
Buyer, if it is not then in material breach of its obligations under this Agreement and if (A) any of Seller’s representations
and warranties contained in this Agreement shall be inaccurate such that the condition set forth in Section 8.2(b) would
not be satisfied, or (B) any of covenants contained in this Agreement shall have been breached such that the condition set
forth in Section 8.2(a) would not be satisfied; provided, however, that Buyer shall not terminate this Agreement under
this Section on account of any breach or inaccuracy that is curable by Seller unless Seller fails to cure such inaccuracy or breach
within ten (10) Business Days after receiving written notice from Buyer of such inaccuracy or breach; or

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(c) by
Seller, if it is not then in material breach of its obligations under this Agreement and if (A) any of Buyer’s representations
and warranties contained in this Agreement shall be inaccurate such that the condition set forth in Section 8.1(b) would
not be satisfied, or (B) any of Buyer’s covenants contained in this Agreement shall have been breached such that the
condition set forth in Section 8.1(a) would not be satisfied; provided, however, that Seller shall not
terminate this Agreement under this Section on account of any breach or inaccuracy that is curable by Buyer unless Buyer fails
to cure such inaccuracy or breach within ten (10) Business Days after receiving written notice from Seller of such inaccuracy
or breach.

(d) by
Buyer or Seller if the Closing has not occurred on or prior to June 30, 2016, as such date may be extended by mutual agreement
of Buyer and Seller, upon written notice by Buyer to Seller or Seller to Buyer; provided that the Person providing notice of termination
is not then in material breach of any representation, warranty, covenant or agreement contained in this Agreement.

11.2 Procedure
Upon Termination. In the event of termination and abandonment by Buyer or Seller, or both, pursuant to Section 11.1 hereof,
written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase
of the Copyrights in the Fight Library hereunder shall be abandoned, without further action by Buyer or Seller. If this Agreement
is terminated as provided herein each party shall redeliver all documents, work papers and other material of any other party relating
to the transactions contemplated hereby, whether so obtained before or after the execution hereof, to the party furnishing the
same.

11.3 Effect
of Termination.

(a) In
the event that this Agreement is validly terminated as provided herein, then each of the parties shall be relieved of its duties
and obligations arising under this Agreement after the date of such termination and such termination shall be without liability
to Buyer or Seller; provided, however, that the obligations of the parties set forth in Article 10, this Section
11.3 and Sections 12.2, 12.3, 12.5, 12.6, 12.8, 12.12, and 12.13 hereof shall survive any such termination and shall
be enforceable hereunder.

(b) Nothing
in this Section 11.3 shall relieve Buyer or Seller of any liability for a material breach of this Agreement prior to
the date of termination, the damages recoverable by the non-breaching party shall include all attorneys’ fees reasonably
incurred by such party in connection with the transactions contemplated hereby.

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11.4 Survival
of Representations and Warranties. Except with respect to (a) the covenants of Buyer and Seller which are intended to survive
the Closing, (b) Seller’s representations provided for in Section 5.2(a) and 5.3 which survive indefinitely, (c) Seller’s
representations provided for in Sections 5.4 which survive until the applicable statute of limitations expires with respect to
claims arising under such Section, and (d) Buyer’s representation provided for in Section 6.2 which survives indefinitely,
the representations and warranties of each of the parties hereto shall survive the Closing for a period of twenty-four (24) months.

ARTICLE 12

MISCELLANEOUS

12.1 Assignment.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns;
provided, however, that no assignment shall be made by either party without the prior express written consent of
the other party.

12.2 Confidentiality.
All information gained by either party concerning the other as a result of the transactions contemplated hereby (“Confidential
Information”), including the execution and consummation of the Target Transactions and the transactions contemplated
hereby and the terms thereof and information obtained by Buyer and its representatives in conducting due diligence respecting Seller
and the Copyrights in the Fight Library, will be kept in strict confidence. All Confidential Information will be used only for
the purpose of consummating the transactions contemplated hereby. Following the Closing, all Confidential Information relating
to the Copyrights in the Fighter Library disclosed by Seller to Buyer shall become the Confidential Information of Buyer. Neither
Seller nor Buyer shall, without having previously informed the other party about the form, content and timing of any such announcement,
make any public disclosure with respect to the Confidential Information or transactions contemplated hereby, except:

(a) As
may be required by the Securities Act for inclusion in the Registration Statement; or

(b) As
may be required by applicable Law provided that, in any such event, the party required to make the disclosure will (I) provide
the other party with prompt written notice of any such requirement so that such other party may seek a protective order or other
appropriate remedy, (II) consult with and exercise in good faith all reasonable efforts to mutually agree with the other party
regarding the nature, extent and form of such disclosure, (III) limit disclosure of Confidential Information to what is legally
required to be disclosed, and (IV) exercise its best efforts to preserve the confidentiality of any such Confidential Information;
or

(c) Buyer
may disclose the terms of this Agreement and the transactions contemplated hereby to an actual or prospective underwriter, lender,
investor, partner or agent, subject to a non-disclosure agreement pursuant to which such lender, investor, partner or agent agrees
to be bound by the terms of this Section 12.2; or

(d) Disclosure
to a party’s representatives and advisors in connection with advising such party and preparing its tax returns.

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12.3 Expenses.
Each party shall bear its own expenses with respect to the transactions contemplated by this Agreement.

12.4 Severability.
Each of the provisions contained in this Agreement shall be severable, and the unenforceability of one shall not affect the enforceability
of any others or of the remainder of this Agreement.

12.5 Entire
Agreement. This Agreement may not be amended, supplemented or otherwise modified except by an instrument in writing signed
by all of the parties hereto. This Agreement and the Other Agreements contain the entire agreement of the parties hereto with respect
to the transactions covered hereby, superseding all negotiations, prior discussions and preliminary agreements made prior to the
date hereof.

12.6 No
Third Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their permitted assigns and nothing
herein, express or implied (including Article 10), shall give or be construed to give to any Person, other than the parties
hereto and such permitted assigns, any legal or equitable rights hereunder.

12.7 Waiver.
The failure of any party to enforce any condition or part of this Agreement at any time shall not be construed as a waiver of that
condition or part, nor shall it forfeit any rights to future enforcement thereof. Any waiver hereunder shall be effective only
if delivered to the other party hereto in writing by the party making such waiver.

12.8 Governing
Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware without
regard to the conflicts of laws provisions thereof.

12.9 Headings.
The headings of the sections and subsections of this Agreement are inserted for convenience only and shall not be deemed to constitute
a part hereof.

12.10 Counterparts.
The parties may execute this Agreement in one or more counterparts, and each fully executed counterpart shall be deemed an original.

12.11 Further
Documents. Each of Buyer and Seller shall, and shall cause its respective Affiliates to, at the request of another party, execute
and deliver to such other party all such further instruments, assignments, assurances and other documents as such other party may
reasonably request in connection with the carrying out of this Agreement and the transactions contemplated hereby.

12.12 Notices.
All communications, notices and consents provided for herein shall be in writing and be given in person or by means of facsimile
(with request for assurance of receipt in a manner typical with respect to communications of that type and confirmation by mail),
by overnight courier or by registered or certified mail, and shall become effective: (a) on delivery if given in person; (b)
on the date of transmission if sent by facsimile; (c) one (1) Business Day after delivery to the overnight service; or (d) four
(4) Business Days after being mailed, with proper postage and documentation, for first-class registered or certified mail,
prepaid.

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Notices shall be addressed as follows:

If to Buyer, to:

Alliance MMA, Inc.

590 Madison Avenue, 21st Floor

New York, New York 10022

Attention: Paul K. Danner, III, CEO

Phone: (212) 739-7825

Facsimile: (212) 658-9291

with copies to:

Mazzeo Song & Bradham LLP

444 Madison Avenue, 4th Floor

New York, NY 10022

Attention: Robert L. Mazzeo, Esq.

Phone: (212) 599-0310

Fax: (212) 599-8400

If to Seller, to:

Hoss Promotions, LLC

789 Harding Highway

Buena, New Jersey 08310

Attention: Ms. Maria Haydak

Fax: (844) 329-2332

provided, however, at the
time of mailing or within three (3) Business Days thereafter there is or occurs a labor dispute or other event that might reasonably
be expected to disrupt the delivery of documents by mail, any communication, notice or consent provided for herein shall be given
in person or by means of facsimile or by overnight courier, and further provide that if any party shall have designated a different
address by notice to the others, then to the last address so designated.

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12.13 Schedules.
Buyer and Seller agree that any disclosure in any Schedule attached hereto shall (a) constitute a disclosure only under such specific
Schedule and shall not constitute a disclosure under any other Schedule referred to herein unless a specific cross-reference to
another Schedule is provided or such disclosure is otherwise clear from the context of the disclosure in such Schedule and (b) not
establish any threshold of materiality. Seller or Buyer may, from time to time prior to or at the Closing, by notice in accordance
with the terms of this Agreement, supplement or amend any Schedule, including one or more supplements or amendments to correct
any matter which would constitute a breach of any representation, warranty, covenant or obligation contained herein. No such supplemental
or amended Schedule shall be deemed to cure any breach for purposes of Section 8.2(b). If, however, the Closing occurs, any
such supplement and amendment will be effective to cure and correct for all other purposes any breach of any representation, warranty,
covenant or obligation which would have existed if Seller or Buyer had not made such supplement or amendment, and all references
to any Schedule hereto which is supplemented or amended as provided in this Section 12.13 shall for all purposes at and after
the Closing be deemed to be a reference to such Schedule as so supplemented or amended.

12.14 Construction.
The language in all parts of this Agreement shall be construed, in all cases, according to its fair meaning. The parties acknowledge
that each party and its counsel have reviewed and revised this Agreement and that any rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. Words
in the singular shall be deemed to include the plural and vice versa and words of one gender shall be deemed to include the other
gender as the context requires.

12.15 Knowledge.
As used herein, Seller will be deemed to have knowledge of a particular fact or matter only if Ms. Maria Haydak is actually aware
of the fact or matter, or with the exercise of reasonable diligence should have been aware of the fact or mater.

12.16 Submission
to Jurisdiction. Each of Buyer and Seller (a) submits to the exclusive jurisdiction of the Court of Chancery of the State of
Delaware (or any other federal or state court in the State of Delaware if it is determined that the Court of Chancery does not
have jurisdiction over such action) in any action or proceeding arising out of or relating to this Agreement, (b) agrees that all
claims in respect of such action or proceeding may be heard and determined only in any such court, and (c) agrees not to bring
any action or proceeding arising out of or relating to this Agreement in any other court. Each party waives any defense of inconvenient
forum to the maintenance of any action or proceeding so brought and waives any bond, surety or other security that might be required
of the other party with respect thereto. Either party may make service on the other party by sending or delivering a copy of the
process to the Party to be served at the address and in the manner provided for the giving of notices in Section 12.12. Nothing
in this Section 12.16, however, shall affect the right of any Party to serve legal process in any other manner permitted by law.

12.17 Waiver
of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR
COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF, RELATING TO OR IN CONNECTION WITH ANY MATTER WHICH
IS THE SUBJECT OF THIS AGREEMENT, THE OTHER AGREEMENTS OR THE ACTIONS OF ANY PARTY HERETO IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE
OR ENFORCEMENT HEREOF.

IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be executed by their respective duly authorized officers as of the date first
above written.

SELLER:

HOSS PROMOTIONS, LLC

By:

/s/ Maria Haydak

Name:

Ms. Maria Haydak

Title:

Managing Member

BUYER:

ALLIANCE MMA, INC.

By:

/s/ Joseph Gamberale

Name: Joseph Gamberale

Title: Director

15

EXHIBITS
AND SCHEDULES

Exhibits

Exhibit A:

Form of Copyright Transfer Agreement

Exhibit B:

Form of Buyer Officer’s Certificate

Exhibit C:

Form of Seller Officer’s Certificate

Schedules

Schedule 5.3

Title

Schedule 5.4

Intellectual Property

Schedule 5.5

Required Consents

16

Exhibit A

COPYRIGHT TRANSFER AGREEMENT

This COPYRIGHT TRANSFER
AGREEMENT dated as of ______ __, 2016 is entered into by and among HOSS PROMOTIONS, LLC, a New York corporation (“Assignor”)
and ALLIANCE MMA, INC., a Delaware corporation (“Assignee”) and is delivered pursuant to, and subject to the
terms of, that certain FIGHT LIBRARY COPYRIGHT PURCHASE AGREEMENT, dated as of February 23, 2016 (the “Copyright Purchase
Agreement”), by and among Assignor and Assignee.

WHEREAS, Assignor has
good and marketable rights and title in and to copyrights listed on Schedule 1 attached hereto (the “Copyrights”);
and

WHEREAS, Assignee desires
to acquire Assignor’s rights and title in and to the Copyrights and Assignor desires to assign to the Assignee its rights
and title in and to the Copyrights.

NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

1. Assignor
hereby transfers, assigns and otherwise conveys to Assignee, all of Assignor’s rights, title, and interest in, to, and under
the following:

A. the Copyrights and applications for
registration of copyrights included in the Copyrights, and all corresponding rights, including, without limitation, moral rights,
that are or may be secured under the laws of the United States or any other jurisdiction, now or hereafter in effect; and

B. all proceeds of the Copyrights transferred
pursuant to subsection 1(A) above, including, without limitation, the right to sue for, and collect on, (i) any claim by Assignor
against third parties for past, present, or future infringement of the such Copyrights, and (ii) any income, royalties, or
payments due or payable and related exclusively to such Copyrights as of the date of this assignment or thereafter.

2. Assignor
authorizes the pertinent officials of the United States Copyright Office and the pertinent official of similar offices or governmental
agencies in any applicable jurisdictions outside the United States to record the transfer of the Copyrights and related registrations
and applications for registration set forth on Schedule A to Assignee as assignee of Assignor’s entire rights, title
and interest therein. Assignor agrees to further execute any documents reasonably necessary to effect the assignment specified
herein or to confirm Assignee’s ownership of the Copyrights.

A-1

3. The
terms of the Copyright Purchase Agreement are incorporated herein by reference. Except as set forth herein, the rights and obligations
of the Assignor and Assignee set forth in the Copyright Purchase Agreement remain unmodified. Capitalized terms used herein or
in the Schedule A hereto but not otherwise defined herein or in the Schedule 1 hereto shall have the respective meanings
given to them in the Copyright Purchase Agreement.

4. This
Copyright Transfer Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Delaware
without regard to the conflicts of laws provisions thereof.

5. This
Copyright Transfer Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be
deemed to be an original and all of which when taken together shall constitute but one and the same instrument.

[Signature Page for Copyright Transfer
Agreementto follow]

A-2

[Signature Page for Copyright Property
Transfer Agreement]

IN WITNESS WHEREOF,
the Assignor and Assignee have caused this Intellectual Property Transfer Agreement to be duly executed and authorized as of the
date hereof.

ASSIGNOR:

HOSS PROMOTIONS, LLC

By:

/s/ Maria Haydak

Name:

Ms. Maria Haydak

Title:

Managing Member

ASSIGNEE:

ALLIANCE MMA, INC.

By:

/s/ Paul K. Danner

Name:

Paul K. Danner

Title:

CEO

A-3

SCHEDULE A

COPYRIGHTS

The CFFC Fight Library
including all Cage Fury Fighting Championship and CFFC Shows Numbered 7 through 34 listed in the Go Fight Live MMA video database
located a www.gfl.tv including any derivative works of such shows, together with all other copyrights in and to all
the copyrightable materials included in the Copyrights in the Fight Library.

A-4

Exhibit B

OFFICER’S CERTIFICATE

OF

ALLIANCE MMA, INC.

Reference is made to that certain FIGHT
LIBRARY COPYRIGHT PURCHASE AGREEMENT (the “Agreement”), dated as of February 23, 2016 (the “Effective
Date”) by and among HOSS PROMOTIONS, LLC, a New York corporation (“Seller”) and ALLIANCE MMA, INC.,
a Delaware corporation (“Buyer”). Capitalized terms used herein and not otherwise defined herein shall have
the meaning given to them in the Agreement.

The undersigned hereby certifies, on behalf of the Buyer on
the Closing Date, that:

(a) he
is the Chief Executive Officer of Buyer, and

(b) each
of the conditions specified in clauses (a) through (f) of Section 8.1 of the Agreement are satisfied in all respects.

(c) the
representations and warranties of Buyer contained in Article 6 of Agreement that are qualified as to materiality are true and correct,
and all other representations and warranties of Seller contained in Article 5 of the Agreement are true and correct except for
breaches of, or inaccuracies in, such representations and warranties that, in the aggregate, would not have a material adverse
effect on the expected benefits to Seller or the Seller of the transactions contemplated by the Agreement taken as a whole.

Dated as of __________ __, 2016.

ALLIANCE MMA, INC.

By:

Name: Paul K. Danner

Title: Chief Executive Officer

B-1

Exhibit C

OFFICER’S CERTIFICATE

OF

HOSS PROMOTIONS, LLC

FIGHT LIBRARY COPYRIGHT PURCHASE AGREEMENT
(the “Agreement”), dated as of February 23, 2016 (the “Effective Date”) by and among HOSS
PROMOTIONS, LLC, a New York corporation (“Seller”) and ALLIANCE MMA, INC., a Delaware corporation (“Buyer”).
Capitalized terms used herein and not otherwise defined herein shall have the meaning given to them in the Agreement.

The undersigned hereby certifies, on behalf of the Seller on
the Closing Date, that:

(a) she
is the Managing Member of Seller, and

(b) each
of the conditions specified in clauses (a) through (f) of Section 8.2 of the Agreement are satisfied in all respects.

(c) the
representations and warranties of Seller and the Seller contained in Article 5 of Agreement that are qualified as to materiality
are true and correct, and all other representations and warranties of Seller and the Seller contained in Article 5 of the Agreement
are true and correct except for breaches of, or inaccuracies in, such representations and warranties that, in the aggregate, would
not have a material adverse effect on the expected benefits to Buyer of the transactions contemplated by the Agreement taken as
a whole.